PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING THE LAND APP PRODUCT
This End User Licence Agreement (“EULA”) is a legal agreement between:
1. DIGITALLANDSOLUTIONS LIMITED, a company registered in England (company no. 09850158) with its registered address at Unit 3 Chilgrove Business Centre, Chilgrove, Chichester, West Sussex PO18 9HU (“Land App”, “us” or “we”); and
2. you, a natural person using the Services (“End User” or “you”), for use of the cloud-based Land App software (“Product”) and the provision of the images, maps, text, materials, data and/or User Generated Content supplied via the Product (collectively defined as “Data”).
We license use of the Product to you on the terms of this EULA. We do not sell the Product to you and we remain the owners of the Product at all times.
- BY LOGGING INTO THE PRODUCT YOU AGREE TO THE TERMS OF THE LICENCE WHICH WILL BIND YOU.
- IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE PRODUCT TO YOU AND YOUR RIGHTS TO LOG INTO THE PRODUCT WILL IMMEDIATELY TERMINATE.
You should print a copy of this EULA for future reference.
1.1. The terms of this EULA apply to the Product or any of the services accessible through the Product (“Services”), including any updates or supplements to the Product or any Service, unless there are specific contractual terms in relation to such updates or supplements, in which case those terms shall apply. The Product and the Data may include ‘open’ data, which may be subject to additional terms and are available at http://www.nationalarchives.gov.uk/doc/open-governmentlicence/version/3/. Please review these terms as they are incorporated into this EULA and you will be bound by them.
1.2. We may change these terms at any time by emailing you with details of the change or notifying you of a change when you next log into the Product. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Product and the Services.
1.3. From time to time updates to the Product may be released. Depending on the update, you may not be able to use the Product and the Services until you have accepted any new terms. Certain updates and upgrades may also be subject to additional payment.
1.4. You accept responsibility in accordance with the terms of this EULA for the use of the Product or any Service on or in relation to any device, whether or not it is owned by you (“Device”).
1.6. By using the Product or any of the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you.
1.7. Certain Services will make use of location data sent from the Devices. You can disable this functionality at any time by turning off the location services settings for the Product on the Device. If you use these Services, you consent to us and our affiliates’ and licensees’ transmission, collection, retention, maintenance, processing and use of your location data and queries.
1.8. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.9. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.10. The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.11. Clause headings are for reference purposes only and shall not affect the interpretation of this EULA.
1.12. A reference to ‘writing’ or ‘written’ includes faxes and email unless stated otherwise.
2. ORDER DETAILS
2.1. You may place an order for a licence to use the Product (“Licence”) through the Land App website or directly through the Product (collectively defined as the “Website”), for a prescribed period (“Licence Period”). The order will detail the applicable fees, the duration of the Licence and you will need to submit your payment details and make payment in accordance with clause 3. The Licence may be for full access to the Product or for certain features only, as specified in the applicable order.
2.2. Where you have selected to obtain a free trial of the Product (“Trial Period”) on the Website, you will be entitled to a trial for the period specified on the Website. At the end of the Trial Period, your access to the Product will automatically terminate and you will need to purchase a Licence for continued use of the Product. During any Trial Period you will only be entitled to use the Product, the Services and the Data for personal use (where you are a consumer) or as a business tool for the ordinary day to day activities involved in the administration and running of your business (where you are acting in a business capacity).
2.3. Any orders placed by you will be treated as an offer to purchase a Licence, or a Trial Period, to use the Product. When you place an order, we will send you a message confirming receipt of your order and containing the details of your order (the “Order Notification”). The Order Notification is acknowledgement that we have received your order, and does not confirm acceptance of your offer to purchase a Licence or a Trial Period to use the Product.
2.4. We only accept your offer, and conclude the contract when we: (i) debit your credit, debit card or PayPal account or (ii) send an e-mail confirming to you that we’ve accepted your order (the “Order Confirmation”).
2.5. If you are acting in a business capacity, by purchasing a Licence, you confirm that you have authority to bind any business on whose behalf you purchase a Licence for.
2.6. In the unlikely event that the price shown on the Website is wrong, and we discover this before accepting your order in accordance with clause 2.4, we are not required to provide a licence at the price shown. We always try and ensure that the prices shown on our Website are accurate, but occasionally genuine errors may occur. If we discover an error in the price of the Licence that you have ordered we will let you know as soon as possible and give you the option of re-confirming your order at the correct price or cancelling it.
2.7. All credit/debit cardholders are subject to validation checks and authorisation by the card issuer. If the issuer of your payment card refuses to or does not, for any reason, authorise payment to us we will not be liable to you for any delay.
2.8. If your credit or debit card payment is not processed successfully for any reason, we reserve the right to re-attempt process payment. We will give you at least 48 hours’ notice in advance of any re-attempt to process payment by sending an email to the email address you have provided to us. If you do not want us to re-attempt process payment, you must cancel your order within 48 hours of us sending you this email.
3. FEES AND PAYMENT
3.1. In consideration of the provision of the Licence under this EULA, you must pay the charges as set out in the applicable order. Notwithstanding the fees specified in an order, we reserve the right to increase the fees annually in accordance with inflation by reference to the Retail Price Index at our sole discretion upon providing you with written notice.
3.2. All amounts payable must be made in pounds sterling (GBP) and are non-refundable, unless clause 11 applies.
3.3. All fees are exclusive of VAT, which shall be payable in addition to the fees (where applicable).
3.4. You will not be entitled to set-off, counterclaim, deduct or withhold payment under this EULA.
3.5. If you do not pay any fees by the relevant due date, we reserve the right to take the following actions:
(a) charge interest on any outstanding sums from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment;
(b) suspending the Services we provide to you. We will not be liable for any loss of data that may occur in relation to the suspension of the Services.
3.6. We may set-off any liability that you may have to us against any liability that we may have to you.
4. SERVICE LEVELS
4.1. Subject to circumstances outside of our reasonable control, we aim to keep the Product operational:
(a) for a minimum of 99% of the time during “Working Hours” (9-5pm GMT Monday to Friday, excluding bank holidays in England);
(b) 95% of the time overall; and
(c) so that 95% of all End Users can log-on within five minutes of their first attempt on any occasion.
4.2. We shall use reasonable endeavours to publish the times of planned system outages within the Product. So far as is reasonably practical, we shall aim to keep any planned system outages outside of Working Hours and shall aim to keep such outages under four hours’ continuous duration on each occasion.
4.3. We do not warrant that your use of the Product will be uninterrupted or error-free; or that the Services or Data obtained by you through the Product will meet your requirements.
4.4. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Product, Services and Data may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5. LICENCE RESTRICTIONS
5.1. Except as expressly set out in this EULA you agree:
(a) not to copy the Product, the Services or any underlying source code;
(b) not to disclose your login information to the Product to any other person;
(c) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Product;
(d) not to make alterations to, or modifications of, the whole or any part of the Product, or permit the Product or any part of it to be combined with, or become incorporated in, any other programs;
(e) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: i. not to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Product in any form or media or by any means; or ii. not to attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Product;
(f) not to access all or any part of the Product, the Services or any Data in order to build a product or service which competes with the Product;
(g) subject to clause 6.5, not to use the Product, the Services or the Data to provide services to third parties;
(h) subject to clause 6.5, not to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Product and/or the Services available to any third party, or
(i) not to attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as permitted by EULA.
(j) not to provide or otherwise make available the Product in whole or in part (including object and source code), in any form to any person without prior written consent from us; and
(k) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Product or any Service, together defined as “Licence Restrictions”.
6. ACCEPTABLE USE RESTRICTIONS AND OBLIGATIONS
6.1. You must:
(a) not use the Product or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices, into the Product, any Service or any operating system;
(b) not infringe our Intellectual Property Rights or those of any third party in relation to your use of the Product or any Service, including the submission of any infringing material by you to the Product;
(c) not transmit any material that is defamatory, illegal, offensive or otherwise objectionable in relation to your use of the Product or any Service;
(d) not use the Data for any illegal, misleading or unethical purpose or otherwise in any manner which may be detrimental to the reputation of the Data or any person;
(e) not use the Product or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
(f) not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service, together defined as “Acceptable Use Restrictions”.
6.2. You shall use your best endeavours to use adequate technological and security measures, including measures we may reasonably recommend, or that you and we may agree to, from time to time, to ensure that all Data, login information to the Product and any other similar information which you hold or are responsible for is secure from unauthorised use or access.
6.3. Without prejudice to the obligations undertaken in this clause 6, you must notify us immediately upon becoming aware or suspecting that any login information has been used, or may be known, by any third party. In the event that an employee or contractor with access to any login information to the Product ceases to be employed or engaged by you, you must ensure that such individuals do not continue to use any such login information.
6.4. You agree to provide us with all reasonably required information, co-operation and assistance as may be required by us under this EULA in a timely and efficient manner.
6.5. You acknowledge that you are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. In this clause “Intellectual Property Rights” means any patents, copyright, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs (whether registered or unregistered) database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other Intellectual Property Rights or industrial property rights, in each case whether registered or unregistered and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
7.2. In this clause “User Generated Content” means any new Intellectual Property Rights that are created by you within the Product e.g. by using a drawing tool on a map. Any User Generated Content will belong to Land App and you hereby assign all Intellectual Property Rights in the User Generated Content to Land App upon their creation and waive any moral rights in relation to such User Generated Content. For the avoidance of doubt, User Generated Content is included within the definition of ‘Data’.
7.3. You will own all Intellectual Property Rights in relation to any pre-existing images, maps, text, materials and/or data uploaded by you to the Product (“External Content”). You hereby grant Land App a non-exclusive, irrevocable, worldwide, royaltyfree licence to use the Intellectual Property Rights in any External Content for the duration of this EULA, provided that this licence shall continue perpetually to the extent required for Land App to use any User Generated Content. We will only transfer External Content to Authorised Licensees (defined below), provided that this restriction will not apply to any User Generated Content.
7.4. You acknowledge that all Intellectual Property Rights in the Product, the Services and Data belong to us or our licensors, that rights in the Product and the Data are licensed (not sold) to you, and that you have no rights in, or to, the Product, the Services or the Data other than the right to use each of them in accordance with the terms of this EULA.
7.5. You are hereby granted a non-exclusive, revocable, non-transferable (subject to clause 7.6) licence to use the Product, the Services and the Data in the country that you are resident in for your personal use (if the End User is a consumer) or internal business operations (if the End User is operating in a business capacity). The Product, the Services and the Data may be used for the duration of the Licence Period (or Trial Period) and this right will terminate upon its termination or expiry.
7.6. You are permitted to sub-licence the Data, including any User Generated Content and External Content via the Product’s ‘collaboration’ feature to your employees, contractors and third parties reasonably connected to your personal use (where you are a consumer) or your business (where applicable) (e.g. land agents, solicitors, planners, etc) (collectively defined as an “Authorised Licensee”). Any sub-licensee’s use of the Data will be subject to the same terms as 5.4, provided that the sub-licensee shall not have a further right of sub-licence to any third party not reasonably connected to you (or your business). For the avoidance of doubt, each Authorised Licensee will be required to obtain a direct Licence to the Product (which may include a Trial Period) in order to access the Data and Services
7.7. You acknowledge that you have no right to have access to the Product in source-code form.
7.8. The End User will indemnify and keep Land App and its officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred by Land App arising out of or in connection with any claim:
7.8.1. in relation to the External Content infringing a third party’s Intellectual Property Rights;
7.8.2. for any defamatory, offensive or illegal content, information or materials provided by you either directly or indirectly to us.
8.1. A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”).
8.2. In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:
(a) to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s obligations under this EULA;
(b) not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under this EULA and provided that such officers, employees, consultants, agents and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this EULA); and
(c) to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.
8.3. Nothing in this EULA will prevent the Receiving Party from using or disclosing any Confidential Information which:
(a) is in or comes into the public domain in any way without breach of this EULA by the Receiving Party or any person or entity to whom it makes disclosure;
(b) the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;
(c) the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;
(d) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or
(e) is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.
8.4. This clause 8 shall survive termination of this EULA, however arising.
9. LIMITATION OF LIABILITY
9.1. You acknowledge that the Product has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Product as described in the applicable documentation meet your requirements. We only supply the Product for your personal use (if the End User is a consumer) or internal business operations (if the End User is operating in a business capacity).
9.2. This clause 9 sets out the entire financial liability of Land App (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:
(a) arising under or in connection with this EULA;
(b) in respect of any use made by you of the Product, the Services and the Data or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this EULA.
9.3. Except as expressly and specifically provided in this EULA:
(a) you assume sole responsibility for results obtained from the use of the Product and the Services and the Data and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us to you in connection with the Services;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this EULA; and
(c) the Product, the Services and the Data are provided to you on an “as is” basis, however, we will use reasonable endeavours to provide you with current and accurate data. Notwithstanding any other provision, we will not be liable if any Data is not current at any time.
9.4. Nothing in this EULA limits or excludes the liability of either party for death or personal injury resulting from negligence or for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party.
9.5. Subject to clause 9.4 and excluding any provisions in EULA where an indemnity is provided by either party:
(a) Land App will not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
(b) Land App’s total liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this EULA will be limited to the higher of the fees paid by you to us in the 12 months prior to the claim or £1,000.
10.1. This EULA will automatically terminate at:
(a) the expiry of the Licence Period under your Licence (unless it is immediately renewed); or
(b) the end of a Trial Period.
10.2. This EULA may be terminated by you at any time with immediate effect by providing written notice of termination to Land App (which may be submitted via the Product), provided that all fees due under this EULA (for the full Order period) are paid in full and all other terms of this EULA are adhered to.
10.3. Without limiting any other rights or remedies, either party (“Terminating Party”) may terminate this EULA with immediate effect by providing written notice to the other party (“Defaulting Party”) on or at any time after the occurrence of any of the events specified below:
(a) a breach by the Defaulting Party of its obligations under this EULA which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 14 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so; or
(b) an event, including (or similar in nature to) the following:
i. the Defaulting Party is unable to pay its debts as they fall due;
ii. the Defaulting Party goes into liquidation either compulsorily (except for the purpose of reconstruction or amalgamation) or voluntarily;
iii. a receiver is appointed in respect of the whole or any part of the Defaulting Party;
iv. a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors or has a winding up order or passes a resolution for the voluntary winding-up or has an administrative receiver appointed or takes steps towards any such event; or
v. the Defaulting Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
10.4. We may terminate this EULA immediately by written notice to you if you breach any of the Licence Restrictions or the Acceptable Use Restrictions
10.5. On termination for any reason:
(a) all rights granted to you under this EULA shall cease;
(b) you must immediately cease all activities authorised by this EULA, including your use of any Services;
(c) provide written confirmation to Land App within 14 days of the effective date of termination that you have deleted (and all third parties in possession of the Data and User Generated Content have deleted) all Data and User Generated Content received through the Product; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the EULA which existed at or before the date of termination shall not be affected or prejudiced.
10.6. If, for whatever reason, our relationship with a third party service or data provider is restricted, suspended or terminated which affects our ability to provide the Services or the Data, we will notify you in writing and use reasonable endeavours to re-commence the Services and the provision of Data as soon as possible. However, we will have no liability to you for an interruptions or termination of the Services hereunder.
11.1. If you instruct us as a consumer (and not in the course of business) you will have the right to terminate your Licence to use the Product at any time within 14 days from the date of your Order Confirmation (“Cancellation Period”) under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
11.2. Notice to terminate within the Cancellation Period can be given to us in writing either by using the Cancellation Notice sent to you in the Order Confirmation or by any other means, provided that such notice is given in writing and contains all the information included in the Cancellation Notice.
11.3. The Cancellation Notice must be sent to us in one of the following ways:
(a) By post or by hand to Unit 3 Chilgrove Business Centre, Chilgrove, Chichester, West Sussex PO18 9HU; or
(b) By email to firstname.lastname@example.org;
11.4. The Cancellation Notice shall be deemed served:
(a) If served by post, at the time of posting; and
(b) If sent by email, the date upon which it is sent.
11.5. If you are a consumer and require access to the Product to be provided within the Cancellation Period, we will need your express written confirmation before we can provide this to you. Please note that instructing us to provide access to the Product within the Cancellation Period will be deemed to be a waiver of your right to cancel your order. Where the licence to the Product has been provided within the Cancellation Period, if you then terminate the licence in accordance with clause 11.1, you will only be liable to pay us a pro-rata sum for the period of use up to the date that the Cancellation Notice is received by us and all other sums received by us will be refunded.
12. COMMUNICATION BETWEEN US
12.1. If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail to email@example.com. We will confirm receipt of this by return e-mail.
12.2. If we have to contact you or give you notice in writing, we will do so by e-mail to the address you provide to us in your request for the Product.
13. EVENTS OUTSIDE OUR CONTROL
13.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by any act or event beyond our reasonable control, including without limitation, strikes, lock-outs or other industrial disputes or illness involving the workforce of Land App, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (“Event Outside Our Control”).
13.2. If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:
(a) our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control.
14. THIRD PARTY PROVIDERS
14.1. You acknowledge that the Product may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk.
14.2. Land App makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party.
15.1. This EULA constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this EULA it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that are not set out in this EULA. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA.
15.2. We reserve the right to make changes to this EULA at any time upon providing you with notice. We will provide you with any updated terms on the login page of the Product. If you continue to use the Product then you will be deemed to have accepted the updated EULA.
15.3. No failure or delay by a party to exercise any right or remedy provided under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. The rights and remedies provided under this EULA are in addition to, and not exclusive of, any rights or remedies provided by law.
15.4. You shall not, without the prior written consent of Land App, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA. Land App may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this EULA.
15.5. Nothing in this EULA is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including without limitation the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
15.6. No one other than a party to this EULA, their successors and permitted assignees, shall have any right to enforce any of its terms.
15.7. If any provision or part-provision of this EULA is or become invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this EULA.
15.8. All notices must be in writing and are deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s main business address. It is agreed that serving notice by email or fax will not be an effective method of providing notice of a claim under this EULA.
15.9. Any provision of this EULA that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this EULA shall remain in full force and effect.
15.10. If you have any issues with our services, please contact us at firstname.lastname@example.org. Please note that the European Commission has established the ODR Platform, which is available at http://ec.europa.eu/consumers/odr/, as a potential means of resolving disputes.
16. LAW AND JURISDICTION
16.1. This EULA and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
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